Notice of Annual General Meeting 2017

CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 8 FEBRUARY 2017 AT 9.15 AM (EET)
 
Notice of Annual General Meeting 2017
 
The shareholders of Cargotec Corporation are hereby invited to the Annual General Meeting to be held at the Marina Congress Center, address Katajanokanlaituri 6, Helsinki, Finland on Tuesday, 21 March 2017 at 1 p.m. (EET). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at noon.
 
The meeting shall consider the following matters:
 
1. Opening of the meeting
 
2. Calling the meeting to order
 
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
 
4. Recording the legality of the meeting
 
5. Recording the attendance at the meeting and adoption of the list of votes
 
6. Presentation of the financial statements, the Board of Directors' report and the Auditors' report for the financial period 2016
Presentation by the CEO
 
7. Adoption of the financial statements
 
8. Resolution on the use of the profit shown on the balance sheet and payment of dividend
The Board of Directors proposes that a dividend of EUR 0.94 be paid for each of class A shares and a dividend of EUR 0.95 be paid for each of class B shares outstanding. The dividend will be paid to shareholders who on the record date for dividend distribution, 23 March 2017, are registered as shareholders in the company's shareholder register. The dividend payment date proposed by the Board of Directors is 30 March 2017.
 
9. Resolution on the discharge from liability to the members of the Board of Directors and the CEO
 
10. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the Articles of Association of the company be changed regarding the number of regular and deputy members of the Board of Directors. The minimum number of members is proposed to be changed to six (6), the maximum to twelve (12), and there would be no deputy members. The proposal by the Board of Directors is attached to the Notice of meeting as Attachment 1.
 
11. Resolution on the remuneration payable to the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that a yearly remuneration of EUR 85,000 will be paid to the Chairman of the Board, EUR 60,000 to the Vice Chairman, EUR 60,000 to the Chairman of the Audit and Risk Management Committee and EUR 45,000 to the other Board members. In addition, members are proposed to be paid EUR 1,000 for attendance at board and committee meetings. According to the proposal, 30 percent of the yearly remuneration will be paid in Cargotec's class B shares and the rest in cash and Cargotec will cover the transfer taxes related to the Board remuneration paid in shares.
 
12. Resolution on the number of members of the Board of Directors
Subject to the approval of the Board of Directors' proposal to change the Articles of Association as set forth in agenda item 10, the Nomination and Compensation Committee proposes that the number of Board members be ten (10).
 
13. Election of the members of the Board
Subject to the approval of the Board of Directors' proposal to change the Articles of Association as set forth in agenda item 10, the Nomination and Compensation Committee proposes that, for a term of office expiring at the end of the first Annual General Meeting following their election, current Board members Kimmo Alkio, Jorma Eloranta, Tapio Hakakari, Ilkka Herlin, Peter Immonen, Kaisa Olkkonen, Teuvo Salminen and Heikki Soljama, who have given their consent for the election, be re-elected to the Board of Directors. Teresa Kemppi-Vasama and Johanna Lamminen, who have given their consent for election, are proposed be elected as new members. Information on the current Board members and the Board candidates is available on Cargotec's website at www.cargotec.com.
 
14. Resolution on auditor remuneration
The Audit and Risk Management Committee of the Board of Directors proposes that the fees to the auditors be paid according to their invoice reviewed by the company. 
 
15. Resolution on the number of auditors
The Audit and Risk Management Committee proposes that two (2) auditors be elected.
 
16. Election of the auditors
The Audit and Risk Management Committee proposes that accounting firm PricewaterhouseCoopers Oy and authorised public accountant Tomi Hyryläinen be elected.
 
17. Authorising the Board of Directors to decide on repurchase of Cargotec's shares
The Board of Directors proposes that the general meeting authorise the Board to decide on the repurchase of Cargotec's shares with non-restricted equity. Altogether no more than 6,400,000 shares in the company may be purchased, of which no more than 952,000 are class A shares and 5,448,000 are class B shares. The purchase price of class A and B shares shall be based on the market price of Cargotec's class B shares in public trading on Nasdaq Helsinki Ltd on the date of purchase: the minimum consideration shall be the lowest market price of the class B share of the company quoted in public trading during the authorisation period and the maximum consideration the highest market price quoted during the authorisation period.  The shares may be repurchased through a directed purchase as defined in Chapter 15(6) of the Limited Liabilities Companies Act. This authorisation shall remain in effect for a period of 18 months from the resolution by the general meeting and it will supersede the previous one.
 
18. Closing of the meeting
 
Documents of the Annual General Meeting
The financial statements review 2016, the above mentioned proposals by the Board of Directors and the Board Committees and this notice of the meeting are available to shareholders for review as of 8 February 2017 on Cargotec's website at www.cargotec.com. Copies of the documents will be sent to shareholders upon request, and they will also be available at the meeting. Cargotec's Annual report 2016 will be available during week 7 at www.cargotec.com. The Annual report includes the financial statements, the Board of Directors' report and the Auditors' report.
 
Instructions for the participants in the general meeting
 
Right to participate
In order to take part in the general meeting, shareholders must be registered in the shareholders' register on the record date of the general meeting 9 March 2017. A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation.
 
Registration in the shareholder register
A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company. A holder of nominee-registered shares who wants to participate in the general meeting must be temporarily entered into the shareholder register of the company latest on 16 March 2017 by 10 a.m. (EET). A holder of nominee-registered shares is advised to request the necessary instructions regarding the registration in the shareholder register of the company and the issuing of proxy documents from his/her custodian bank. As regards nominee registered shares, this constitutes due registration for the general meeting.
 
Changes in the holding of shares that take place after the record date have no effect on the right to participate or to vote in the general meeting.
 
The temporary shareholder register of Cargotec Corporation, as per the record date of the general meeting, 9 March 2017, can be viewed at Euroclear Finland Ltd, Urho Kekkosen katu 5 C, Helsinki, as of 17 March 2017. 
 
Proxy representative and powers of attorney
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his or her right to represent the shareholder at the general meeting. Shareholders are requested to provide Cargotec with any proxies for the general meeting so that the proxies are in Cargotec's possession by 16 March 2017. When a shareholder participates in the general meeting by means of several proxy representatives representing a shareholder with shares in different book entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
 
A holder of nominee-registered shares is advised to follow the instructions of his/her custodian bank regarding proxies.  If a holder of nominee-registered shares wishes to be represented by some other person than his/her custodian, a written power of attorney is to be delivered to Cargotec as described below. The proxy documents are to be delivered by mail to Cargotec Corporation, AGM, P.O. Box 61, FI-00501 Helsinki, Finland or by email to ir@cargotec.com.
 
Notification of participation
Shareholders who wish to attend the meeting must notify Cargotec no later than 4 p.m. (EET) on 16 March 2017. Notification can be made: 
  • on Cargotec's website at www.cargotec.com;
  • by mail: Cargotec Corporation, AGM, P.O. Box 61, FI-00501 Helsinki, Finland; or
  • by telephone: +358 20 770 6872 , Monday to Friday between 9 a.m. and 4 p.m. (EET).
Other information
Pursuant to Chapter 5 (25) of the Limited Liability Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
 
On the date of this notice, there are 9,526,089 class A shares and 55,182,079 class B shares in Cargotec Corporation. Pursuant to the articles of association each class A share entitles its holder to one vote and each full set of ten class B shares entitle their holder to one vote, however, each shareholder has a minimum of one vote.
 
Helsinki, 7 February 2017
Cargotec Corporation
Board of Directors
 
Cargotec (Nasdaq Helsinki: CGCBV) is a leading provider of cargo and load handling solutions with the goal of becoming the leader in intelligent cargo handling. Cargotec's business areas Kalmar, Hiab and MacGregor offer products and services that ensure our customers a continuous, reliable and sustainable performance. Cargotec's sales in 2016 totalled approximately EUR 3.5 billion and it employs over 11,000 people. www.cargotec.com
 
 
ATTACHMENT 1
Proposal by the Board of Directors to Amend the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles 5, 7 and 12 as follows:
 
Current Article Proposal by the Board of Directors
5 § Board of Directors

 

The Board of Directors comprises a minimum of five (5) and a maximum of eight (8) regular members and a maximum of three (3) deputy members.

 

The Board of Directors elects Chairman and Vice Chairman from among its members.

 

The Board members' term of office expires at the end of the Annual General Meeting following their election.

 

The Board of Directors has a quorum when over the half of the Board members are present.

 
5 § Board of Directors

 

The Board of Directors comprises a minimum of six (6) and a maximum of twelve (12) members.

 

The Board of Directors elects Chairman and Vice Chairman from among its members.

 

The Board members' term of office expires at the end of the Annual General Meeting following their election.

 

The Board of Directors has a quorum when over the half of the Board members are present.
7 § Representing the Company

 

The Board's Chairman and the Managing Director each severally or two Board members, either regular or deputy, together may represent the Company.
7 § Representing the Company

 

The Board's Chairman and the Managing Director each severally or two Board members together may represent the Company.
12 § Shareholders' meeting

 

The Annual General Meeting must be held annually within three months from the end of the financial year, on the date specified by the Board of Directors.

 

Items on the Annual General Meeting's agenda are as follows:

 

Presenting

 

Financial Statements, including the consolidated financial statements, and the Board of Directors' Report;

 

Auditors' Report;

 

Deciding on

 

The adoption of the Financial Statements;

 

The allocation of profit shown by the Balance Sheet;

 

The discharge of Board members and the Managing Director from liability;

 

The number of Board members and, if necessary, any deputies and their remuneration;

 

The number of auditors and their remuneration; and

 

Electing

 

Regular Board members and, if necessary, their deputies;

 

One or more auditors.

 

If voting is performed at the shareholders' meeting, the Chairman of the meeting shall determine the voting method.
12 § Shareholders' meeting

 

The Annual General Meeting must be held annually within three months from the end of the financial year, on the date specified by the Board of Directors.

 

Items on the Annual General Meeting's agenda are as follows:

 

Presenting

 

Financial Statements, including the consolidated financial statements, and the Board of Directors' Report;

 

Auditors' Report;

 

Deciding on

 

The adoption of the Financial Statements;

 

The allocation of profit shown by the Balance Sheet;

 

The discharge of Board members and the Managing Director from liability;

 

The number of Board members and their remuneration;

 

The number of auditors and their remuneration; and

 

Electing

 

Board members;

 

One or more auditors.

 

If voting is performed at the shareholders' meeting, the Chairman of the meeting shall determine the voting method.

2017-03-28 , 11:47AM
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